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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): July 23, 2026
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
001-12215 16-1387862
(Commission File Number) (I.R.S. Employer Identification No.)
500 Plaza Drive
Secaucus, NJ 07094
(Address of principal executive offices) (Zip Code)
(973) 520-2700
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 Par Value DGX New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02. Results of Operations and Financial Condition

On July 23, 2026, Quest Diagnostics Incorporated (the "Company") issued a press release announcing, among other things, its results for the quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
    
Item 9.01. Financial Statements and Exhibits
d. Exhibit
99.1
104 The cover page from this current report on Form 8-K, formatted in Inline XBRL.



Signature
    
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

July 23, 2026

QUEST DIAGNOSTICS INCORPORATED
By: /s/ Sean D. Mersten
Sean D. Mersten
Vice President and Corporate Secretary




EX-99.1 2 dgx063020268-kex991.htm EX-99.1 Document


Exhibit 99.1


Quest Diagnostics Reports Second Quarter 2026 Financial Results;
Raises Revenue and EPS Guidance for Full Year 2026
    
Second quarter revenues of $3.04 billion, up 10.2% from 2025, with 10.0% organic revenue growth
Second quarter reported diluted earnings per share ("EPS") of $2.84, up 15.0% from 2025; and adjusted diluted EPS of $3.12, up 19.1% from 2025
Full year 2026 revenues now expected to be between $11.95 billion and $12.05 billion
Full year 2026 reported diluted EPS now expected to be between $9.97 and $10.17; and adjusted diluted EPS expected to be between $11.05 and $11.25

SECAUCUS, N.J., July 23, 2026 - Quest Diagnostics Incorporated (NYSE: DGX), a leading provider of diagnostic information services, today announced financial results for the second quarter ended June 30, 2026.

“Our robust top- and bottom-line growth in the second quarter demonstrates focused execution of our strategy to connect people and providers to innovative testing and actionable insights that illuminate paths for better health,” said Jim Davis, Chairman, CEO and President. “Revenues increased by over 10%, almost all from organic revenue growth across our physician, hospital and consumer channels, and adjusted diluted EPS grew over 19%. With strong growth and sustained demand for our diagnostic insights, we are again raising our full year guidance.”

Recent Highlights:

Serving Customers and Delivering Innovations
Continued to advance our Co-Lab Solutions implementation and joint venture laboratory with Corewell Health in Michigan and developed new capabilities in kidney care through our collaboration with Fresenius Medical Care in the United States.
Generated robust revenue growth through questhealth.com and our consumer, wearable and wellness partners.
Grew revenues by double-digits in several areas of Advanced Diagnostics, including Quest AD-Detect® blood tests for Alzheimer’s disease and advanced cardiometabolic and endocrine tests, including liver fibrosis testing.
Granted New York State approval for our Haystack MRD® test and became the largest reference lab to utilize Flatiron Health's OncoEMR® Molecular Profiling Integration (MPI) platform for select cancer tests, including Haystack MRD, starting with a pilot with American Oncology Network (AON).

Driving Operational Excellence
In the lab, extended automation solutions to improve quality and productivity in cervical cancer screening and front-end specimen processing to additional labs.
Outside the lab, launched IntelliDraw™ to guide clinical staff of our physician customers through specimen collection, to enhance quality and the service experience.
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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
(dollars in millions, except per share data)
Reported:
Net revenues $ 3,043  $ 2,761  10.2  % $ 5,938  $ 5,413  9.7  %
Diagnostic Information Services revenues $ 2,978  $ 2,699  10.3  % $ 5,810  $ 5,288  9.9  %
Revenue per requisition (2.8) % (2.1) %
Requisition volume 13.1  % 12.0  %
  Organic requisition volume 13.0  % 11.9  %
Operating income (a) $ 459  $ 438  4.6  % $ 858  $ 784  9.4  %
Operating income as a percentage of net revenues (a) 15.1  % 15.9  % (0.8) % 14.4  % 14.5  % (0.1) %
Net income attributable to Quest Diagnostics (a) $ 320  $ 282  13.4  % $ 572  $ 502  13.9  %
Diluted EPS (a) $ 2.84  $ 2.47  15.0  % $ 5.08  $ 4.41  15.2  %
Cash provided by operations $ 597  $ 544  9.7  % $ 875  $ 858  1.9  %
Capital expenditures $ 138  $ 108  27.0  % $ 252  $ 225  12.1  %
Adjusted (a):
Operating income $ 502  $ 466  7.8  % $ 949  $ 872  8.8  %
Operating income as a percentage of net revenues 16.5  % 16.9  % (0.4) % 16.0  % 16.1  % (0.1) %
Net income attributable to Quest Diagnostics $ 350  $ 298  17.3  % $ 631  $ 549  14.9  %
Diluted EPS $ 3.12  $ 2.62  19.1  % $ 5.62  $ 4.83  16.4  %
(a)For further details impacting the year-over-year comparisons related to operating income, operating income as a percentage of net revenues, net income attributable to Quest Diagnostics, and diluted EPS, see note 2 of the financial tables attached below.

Updated Guidance for Full Year 2026

The company updates its full year 2026 guidance as follows:

Updated Guidance Prior Guidance
Low High Low High
Net revenues $11.95 billion $12.05 billion $11.78 billion $11.90 billion
Net revenues increase 8.3% 9.2% 6.8% 7.8%
Reported diluted EPS $9.97 $10.17 $9.58 $9.78
Adjusted diluted EPS $11.05 $11.25 $10.63 $10.83
Cash provided by operations Approximately $1.80 billion Approximately $1.75 billion
Capital expenditures   Approximately $550 million Approximately $550 million

Based on the favorable resolution of various tax contingencies in the second quarter, the full year adjusted effective tax rate is expected to be consistent with 2025.

Note on Non-GAAP Financial Measures

As used in this press release the term “reported” refers to measures under accounting principles generally accepted in the United States (“GAAP”). The term “adjusted” refers to non-GAAP operating performance measures that exclude special items such as restructuring and integration charges, amortization expense, excess tax benefits ("ETB") associated with stock-based compensation, gains and losses associated with changes in the carrying value of our strategic investments and other items.

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Non-GAAP adjusted measures are presented because management believes those measures are useful adjuncts to GAAP results. Non-GAAP adjusted measures should not be considered as an alternative to the corresponding measures determined under GAAP. Management may use these non-GAAP measures to evaluate our performance period over period and relative to competitors, to analyze the underlying trends in our business, to establish operational budgets and forecasts and for incentive compensation purposes. We believe that these non-GAAP measures are useful to investors and analysts to evaluate our performance period over period and relative to competitors, as well as to analyze the underlying trends in our business and to assess our performance. The additional tables attached below include reconciliations of non-GAAP adjusted measures to GAAP measures.

Conference Call Information

Quest Diagnostics will hold its quarterly conference call to discuss financial results beginning at 8:30 a.m. Eastern Time today. The conference call can be accessed by dialing 888-455-0391 within the U.S. and Canada, or 773-756-0467 internationally, passcode: 7895081; or via live webcast on our website at www.QuestDiagnostics.com/investor. We suggest participants dial in approximately 10 minutes before the call.

A replay of the call may be accessed online at www.QuestDiagnostics.com/investor or, from approximately 10:30 a.m. Eastern Time on July 23, 2026 until midnight Eastern Time on August 6, 2026, by phone at 866-388-5361 for domestic callers or 203-369-0416 for international callers. Anyone listening to the call is encouraged to read our periodic reports, on file with the Securities and Exchange Commission, including the discussion of risk factors and historical results of operations and financial condition in those reports.

About Quest Diagnostics

Quest Diagnostics works across healthcare to create a healthier world, one life at a time. We help connect people, from clinicians to consumers, with laboratory insights that illuminate a path to better health. With a focus on delivering smarter, simpler testing, our insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. Quest Diagnostics serves half the physicians and hospitals in the United States and one in three adult Americans each year, and our nearly 60,000 employees work together to deliver diagnostic insights that inspire actions to transform lives. www.QuestDiagnostics.com.

Forward Looking Statements

The statements in this press release which are not historical facts may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that they are made and which reflect management’s current estimates, projections, expectations or beliefs and which involve risks and uncertainties that could cause actual results and outcomes to be materially different. Risks and uncertainties that may affect the future results of the company include, but are not limited to, uncertain and volatile economic conditions, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, the complexity of billing, reimbursement and revenue recognition for clinical laboratory testing, changes in government policies, including related to trade, and regulations, changing relationships with customers, payers, suppliers or strategic partners, acquisitions and other factors discussed in the company's most recently filed Annual Report on Form 10-K and in any of the company's subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including those discussed in the “Business,” “Risk Factors,” “Cautionary Factors that May Affect Future Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of those reports.

For further information: Wendy Bost, Quest Diagnostics (Media): 973-520-2800, Daniel Haemmerle, Quest Diagnostics (Investors): 973-520-2900

This earnings release, including the attached financial tables, is available online in the Newsroom section at www.QuestDiagnostics.com.


ADDITIONAL TABLES FOLLOW
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Quest Diagnostics Incorporated and Subsidiaries
Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2026 and 2025
(in millions, except per share data)
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net revenues $ 3,043  $ 2,761  $ 5,938  $ 5,413 
Operating costs and expenses and other operating income:      
Cost of services 2,016  1,818  3,969  3,607 
Selling, general and administrative 529  486  1,033  962 
Amortization of intangible assets 38  39  75  78 
Other operating expense (income), net (20) (18)
Total operating costs and expenses, net 2,584  2,323  5,080  4,629 
Operating income 459  438  858  784 
Other income (expense):        
Interest expense, net (63) (67) (126) (134)
Other income, net 16  13  14  10 
Total non-operating expense, net (47) (54) (112) (124)
Income before income taxes and equity in earnings of equity method investees 412  384  746  660 
Income tax expense (88) (97) (162) (156)
Equity in earnings of equity method investees, net of taxes 10  14  27 
Net income 334  296  598  531 
Less: Net income attributable to noncontrolling interests 14  14  26  29 
Net income attributable to Quest Diagnostics $ 320  $ 282  $ 572  $ 502 
Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic $ 2.88  $ 2.51  $ 5.15  $ 4.48 
Diluted $ 2.84  $ 2.47  $ 5.08  $ 4.41 
Weighted average common shares outstanding:
Basic 111  112  110  112 
Diluted 112  113  112  113 

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Quest Diagnostics Incorporated and Subsidiaries
Consolidated Balance Sheets
June 30, 2026 and December 31, 2025
(in millions, except per share data)
(unaudited)
June 30,
2026
December 31,
2025
Assets
Current assets:
Cash and cash equivalents $ 626  $ 420 
Accounts receivable, net 1,666  1,408 
Inventories 233  189 
Prepaid expenses and other current assets 319  361 
Total current assets 2,844  2,378 
Property, plant and equipment, net 2,219  2,203 
Operating lease right-of-use assets 678  657 
Goodwill 9,112  8,945 
Intangible assets, net 1,672  1,636 
Investments in equity method investees 137  136 
Other assets 277  270 
Total assets $ 16,939  $ 16,225 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses $ 1,598  $ 1,600 
Current portion of long-term debt 10  504 
Current portion of long-term operating lease liabilities 180  174 
Total current liabilities 1,788  2,278 
Long-term debt 5,632  5,167 
Long-term operating lease liabilities 561  537 
Other liabilities 1,059  957 
Redeemable noncontrolling interest 80  80 
Stockholders’ equity:
Quest Diagnostics stockholders’ equity:
Common stock, par value $0.01 per share; 600 shares authorized as of both June 30, 2026 and December 31, 2025; 162 shares issued as of both June 30, 2026 and December 31, 2025
Additional paid-in capital 2,374  2,381 
Retained earnings 10,374  9,994 
Accumulated other comprehensive loss (62) (27)
Treasury stock, at cost; 52 shares as of both June 30, 2026 and December 31, 2025
(5,172) (5,180)
Total Quest Diagnostics stockholders’ equity 7,516  7,170 
Noncontrolling interests 303  36 
Total stockholders’ equity 7,819  7,206 
Total liabilities and stockholders’ equity $ 16,939  $ 16,225 

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Quest Diagnostics Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2026 and 2025
(in millions)
(unaudited)
Six Months Ended June 30,
2026 2025
Cash flows from operating activities:
Net income $ 598  $ 531 
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 293  283 
Provision for credit losses
Deferred income tax expense 46 
Stock-based compensation expense 43  43 
Other, net 14  26 
Changes in operating assets and liabilities:  
Accounts receivable (259) (115)
Accounts payable and accrued expenses 130  (11)
Income taxes payable
Other assets and liabilities, net 82 
Net cash provided by operating activities 875  858 
Cash flows from investing activities:
Business acquisitions, net of cash acquired (38) (17)
Capital expenditures (252) (225)
Other investing activities, net
Net cash used in investing activities (286) (239)
Cash flows from financing activities:
Proceeds from borrowings 494  400 
Repayments of debt (501) (1,001)
Purchases of treasury stock (102) — 
Exercise of stock options 81  42 
Employee payroll tax withholdings on stock issued under stock-based compensation plans (38) (42)
Dividends paid (184) (174)
Distributions to noncontrolling interest partners (22) (29)
Other financing activities, net (109) (50)
Net cash used in financing activities (381) (854)
Effect of exchange rate changes on cash and cash equivalents and restricted cash (2)
Net change in cash and cash equivalents and restricted cash 206  (230)
Cash and cash equivalents and restricted cash, beginning of period 420  549 
Cash and cash equivalents and restricted cash, end of period $ 626  $ 319 
Cash paid during the period for:
Interest $ 129  $ 145 
Income taxes $ 104  $ 110 




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Notes to Financial Tables

1)The computation of basic and diluted earnings per common share is as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions, except per share data)
Amounts attributable to Quest Diagnostics' common stockholders:
Net income attributable to Quest Diagnostics $ 320  $ 282  $ 572  $ 502 
Less: earnings allocated to participating securities
Earnings available to Quest Diagnostics' common stockholders - basic and diluted
$ 319  $ 281  $ 570  $ 500 
Weighted average common shares outstanding - basic 111  112  110  112 
Effect of dilutive securities:
Stock options and performance share units
Weighted average common shares outstanding - diluted 112  113  112  113 
Earnings per share attributable to Quest Diagnostics' common stockholders:
Basic $ 2.88  $ 2.51  $ 5.15  $ 4.48 
Diluted $ 2.84  $ 2.47  $ 5.08  $ 4.41 

2)The following tables reconcile reported GAAP results to non-GAAP adjusted results:
Three Months Ended June 30, 2026
(dollars in millions, except per share data)
Operating income Operating income as a percentage of net revenues Income tax expense (e) Equity in earnings of equity method investees, net of taxes Net income attributable to Quest Diagnostics Diluted EPS
As reported $ 459  15.1  % $ (88) $ 10  $ 320  $ 2.84 
Restructuring and integration charges (a) 0.2  (1) —  0.04 
Other charges (b) —  —  0.02 
Gains and losses on investments (c) —  —  —  (1) (1) (0.01)
Amortization expense 38  1.2  (10) —  28  0.25 
ETB —  —  (2) —  (2) (0.02)
As adjusted $ 502  16.5  % $ (100) $ $ 350  $ 3.12 

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Six Months Ended June 30, 2026
(dollars in millions, except per share data)
Operating income Operating income as a percentage of net revenues Income tax expense (e) Equity in earnings of equity method investees, net of taxes Net income attributable to Quest Diagnostics Diluted EPS
As reported $ 858  14.4  % $ (162) $ 14  $ 572  $ 5.08 
Restructuring and integration charges (a) 11  0.2  (3) —  0.08 
Other charges (b) 0.1  —  —  0.05 
Gains and losses on investments (c) —  —  (2) 0.04 
Amortization expense 75  1.3  (19) —  56  0.50 
ETB —  —  (14) —  (14) (0.13)
As adjusted $ 949  16.0  % $ (200) $ 20  $ 631  $ 5.62 
Three Months Ended June 30, 2025
(dollars in millions, except per share data)
Operating income Operating income as a percentage of net revenues Income tax expense (e) Equity in earnings of equity method investees, net of taxes Net income attributable to Quest Diagnostics Diluted EPS
As reported $ 438  15.9  % $ (97) $ $ 282  $ 2.47 
Restructuring and integration charges (a) 0.3  (2) —  0.04 
Other charges (b) 28  1.0  (6) —  22  0.19 
Gains and losses on investments (c) —  —  (1) (2) (0.01)
Other gains (d) (46) (1.7) 12  —  (34) (0.30)
Amortization expense 39  1.4  (11) —  28  0.25 
ETB —  —  (3) —  (3) (0.02)
As adjusted $ 466  16.9  % $ (106) $ $ 298  $ 2.62 
Six Months Ended June 30, 2025
(dollars in millions, except per share data)
Operating income Operating income as a percentage of net revenues Income tax expense (e) Equity in earnings of equity method investees, net of taxes Net income attributable to Quest Diagnostics Diluted EPS
As reported $ 784  14.5  % $ (156) $ 27  $ 502  $ 4.41 
Restructuring and integration charges (a) 26  0.5  (7) —  19  0.17 
Other charges (b) 30  0.6  (6) —  24  0.21 
Gains and losses on investments (c) —  —  (1) (2) (0.01)
Other gains (d) (46) (0.9) 14  (8) (40) (0.36)
Amortization expense 78  1.4  (20) —  58  0.51 
ETB —  —  (12) —  (12) (0.10)
As adjusted $ 872  16.1  % $ (186) $ 18  $ 549  $ 4.83 
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(a)For each of the three and six months ended June 30, 2026 and 2025, the pre-tax impact represents costs primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business. The following table summarizes the pre-tax impact of restructuring and integration charges on our consolidated statements of operations:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(dollars in millions)
Cost of services $ $ $ $
Selling, general and administrative 19 
Operating income $ $ $ 11  $ 26 

(b)The three and six months ended June 30, 2026 and 2025 include losses associated with the change in the fair value of the contingent consideration accrual associated with previous acquisitions, recorded in other operating expense (income), net. Additionally, for both the three and six months ended June 30, 2025, the pre-tax impact primarily represents a $24 million impairment charge on certain long-lived assets related to the exit of a business, recorded in other operating expense (income), net.

(c)For all periods presented, the pre-tax impact represents gains and losses associated with changes in the carrying value of our strategic investments, principally recorded in equity in earnings of equity method investees, net of taxes, and other income, net.

(d)The three and six months ended June 30, 2025 include a $46 million pre-tax gain, recorded in other operating expense (income), net, from a payroll tax credit under the Coronavirus Aid, Relief, and Economic Security Act associated with the retention of employees. Additionally, the six months ended June 30, 2025 includes an $8 million gain, recorded in equity in earnings of equity method investees, net of taxes, representing a non-recurring gain related to a lease.

(e)For restructuring and integration charges, other gains/charges, gains and losses on investments, and amortization expense, income tax impacts, where recorded, were primarily calculated using combined statutory income tax rates of 25.5% for both 2026 and 2025. No income tax impact was recorded on losses associated with the change in the fair value of the contingent consideration accrual associated with previous acquisitions.

3)For both the three and six months ended June 30, 2026, we repurchased 0.5 million shares of our common stock for $100 million. As of June 30, 2026, $1.3 billion remained available under our share repurchase authorization.

4)The outlook for adjusted diluted EPS represents management’s estimates for the full year 2026 before the impact of special items. Further impacts to earnings related to special items may occur throughout 2026. Additionally, the amount of ETB is dependent upon employee stock option exercises and our stock price, which are difficult to predict. The following table reconciles our 2026 outlook for diluted EPS under GAAP to our outlook for adjusted diluted EPS:

Low High
Diluted EPS $ 9.97  $ 10.17 
Restructuring and integration charges (a) 0.14  0.14 
Amortization expense (b) 0.99  0.99 
Other charges (c) 0.10  0.10 
Gains and losses on investments (d) 0.04  0.04 
ETB (0.19) (0.19)
Adjusted diluted EPS $ 11.05  $ 11.25 

(a)Represents estimated pre-tax charges of $21 million primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business. Income tax benefits were primarily calculated using a combined statutory income tax rate of 25.5%.

(b)Represents estimated pre-tax amortization expenses of $149 million. Income tax benefits were primarily calculated using a combined statutory income tax rate of 25.5%.

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(c)Principally represents estimated pre-tax net losses of $9 million associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions. Such estimate is subject to the risks and uncertainties discussed in the "Forward Looking Statements" section above. No income tax benefits are recorded on the changes associated with the contingent consideration accrual.

(d)Income tax impacts were calculated using a combined statutory income tax rate of 25.5%.
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